SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
(X) Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required) for the fiscal year ended August
31, 2002; or
( ) Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from __________to __________
Commission File Number 1-6403
WINNEBAGO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Iowa 42-0802678
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 152, Forest City, Iowa 50436
(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (641) 585-3535
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
- ----------------------------------- ---------------------------------
Common Stock ($.50 par value) The New York Stock Exchange, Inc.
and Preferred Share Purchase Rights Chicago Stock Exchange, Inc.
The Pacific Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No ___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Annual Report on Form
10-K or any amendment to this Annual Report on Form 10-K _X_.
Aggregate market value of the common stock held by non-affiliates of
the registrant on November 12, 2002: $595,055,373 (13,150,395 shares at closing
price on New York Stock Exchange of $45.25).
Common stock outstanding on November 12, 2002, 18,757,263 shares.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
1. The Winnebago Industries, Inc. Annual Report to Shareholders for the
fiscal year ended August 31, 2002, portions of which are incorporated
by reference into Part II hereof.
2. The Winnebago Industries, Inc. Proxy Statement for the Annual Meeting
of Shareholders scheduled to be held January 14, 2003, portions of
which are incorporated by reference into Part III hereof.
WINNEBAGO INDUSTRIES, INC.
FORM 10-K
Report for the Fiscal Year Ended August 31, 2002
PART I
ITEM 1. Business
GENERAL
Winnebago Industries, Inc., headquartered in Forest City, Iowa, is the leading
United States manufacturer of motor homes, self-contained recreation vehicles
used primarily in leisure travel and outdoor recreation activities. Motor home
sales by the Company represented at least 89 percent of its revenues in each of
the past five fiscal years. The Company's motor homes are sold through dealers
under the Winnebago, Itasca, Rialta and Ultimate brand names.
Other products manufactured by the Company consist principally of extruded
aluminum, commercial vehicles, and a variety of component products for other
manufacturers. Finance revenues consisted of revenues from floor plan unit
financing for a limited number of the Company's dealers.
The Company was incorporated under the laws of the state of Iowa on February 12,
1958, and adopted its present name on February 28, 1961. The Company's executive
offices are located at 605 West Crystal Lake Road in Forest City, Iowa. Unless
the context indicates otherwise, the term "Company" refers to Winnebago
Industries, Inc. and its subsidiaries.
FORWARD LOOKING INFORMATION
Certain of the matters discussed in this Annual Report on Form 10-K are "forward
looking statements" as defined in the Private Securities Litigation Reform Act
of 1995, which involve risks and uncertainties, including, but not limited to
reactions to actual or threatened terrorist attacks, availability and price of
fuel, a significant increase in interest rates, a slowdown in the economy,
availability of chassis, slower than anticipated sales of new or existing
products, new product introductions by competitors, collections of dealer
financing receivables, and other factors which may be disclosed throughout this
Annual Report on Form 10-K. Any forecasts and projections in this report are
"forward looking statements," and are based on management's current expectations
of the Company's near-term results, based on current information available
pertaining to the Company, including the aforementioned risk factors; actual
results could differ materially. The Company undertakes no obligation to
publicly update or revise any forward-looking statements whether as a result of
new information, future events or otherwise, except as required by law or the
rules of the New York Stock Exchange.
1
PRINCIPAL PRODUCTS
- ------------------
The Company defines its operations into two business segments (See Note 12,
"Business Segment Information" in the Company's Annual Report to Shareholders
for the year ended August 31, 2002). However, during each of the last five
fiscal years, at least 92% of the revenues of the Company were derived from
recreational vehicle products.
The following table sets forth the respective contribution to the Company's net
revenues by product class for each of the last five fiscal years (dollars in
thousands):
Fiscal Year Ended(1)(2)
------------------------------------------------------------------------------
August 31, August 25, August 26, August 28, August 29,
2002 2001 2000 1999 1998
---------- ---------- ---------- ---------- ----------
Motor Homes (Class A and C) $ 773,125 $ 624,110 $ 690,022 $ 613,813 $ 470,932
93.3% 92.4% 92.3% 91.4% 89.0%
Other Recreation
Vehicle Revenues(3) 20,486 17,808 18,813 16,620 19,222
2.5% 2.6% 2.5% 2.5% 3.6%
Other Manufactured Products
Revenues(4) 31,658 29,768 34,894 38,225 37,133
3.8% 4.4% 4.7% 5.7% 7.0%
---------- ---------- ---------- ---------- ----------
Total Manufactured
Products Revenues 825,269 671,686 743,729 668,658 527,287
99.6% 99.4% 99.5% 99.6% 99.6%
Finance Revenues(5) 3,134 4,241 3,908 2,995 2,076
.4% .6% .5% .4% .4%
---------- ---------- ---------- ---------- ----------
Total Net Revenues $ 828,403 $ 675,927 $ 747,637 $ 671,653 $ 529,363
100.0% 100.0% 100.0% 100.0% 100.0%
(1) Certain prior periods' information has been reclassified to conform to the
current year-end presentation. These reclassifications have no impact on
net income as previously reported.
(2) The fiscal year ended August 31, 2002 contained 53 weeks, all other fiscal
years contained 52 weeks.
(3) Primarily recreation vehicle related parts, EuroVan Campers (Class B motor
homes), and recreation vehicle service revenue.
(4) Primarily sales of extruded aluminum, commercial vehicles and component
products for other manufacturers.
(5) Winnebago Acceptance Corporation (WAC) revenues from dealer financing.
Unit sales of the Company's principal recreation vehicles for the last five
fiscal years were as follows:
Fiscal Year Ended(1)
----------------------------------------------------------
August 31, August 25, August 26, August 28, August 29,
2002 2001 2000 1999 1998
------ ------ ------ ------ ------
Unit Sales:
Class A 6,725 5,666 6,819 6,054 5,381
Class C 4,329 3,410 3,697 4,222 3,390
------ ------ ------ ------ ------
Total Class A & C Motor Homes 11,054 9,076 10,516 10,276 8,771
Class B Conversions (EuroVan Camper) 763 703 854 600 978
(1) The fiscal year ended August 31, 2002 contained 53 weeks, all other fiscal
years contained 52 weeks.
2
The primary use of recreation vehicles for leisure travel and outdoor recreation
has historically led to a peak retail selling season concentrated in the spring
and summer months. The Company's sales of recreation vehicles are generally
influenced by this pattern in retail sales, but can also be affected by the
level of dealer inventory.
The Company's products are generally manufactured against orders from the
Company's dealers and from time to time to build inventory to satisfy the peak
selling season. As of August 31, 2002, the Company's backlog of orders for Class
A and Class C motor homes was 3,248 units compared to 1,598 units at August 25,
2001. The Company includes in its backlog all accepted purchase orders from
dealers shippable within the next six months. Orders in backlog can be canceled
or postponed at the option of the purchaser at any time without penalty and,
therefore, backlog may not necessarily be a measure of future sales.
Presently, the Company meets its working capital requirements, capital equipment
requirements and cash requirements of subsidiaries with funds generated
internally. On October 19, 2000, the Company entered into an unsecured credit
agreement with Wells Fargo Bank Iowa, National Association. The credit agreement
provided the Company with a line of credit of $20,000,000 until January 31,
2002. The Company did not renew this agreement when it expired on January 31,
2002. (See Note 4, "Notes Payable" in the Company's Annual Report to
Shareholders for the year ended August 31, 2002.)
RECREATION VEHICLES
MOTOR HOMES - A motor home is a self-propelled mobile dwelling used primarily as
a temporary dwelling during vacation and camping trips.
The Recreation Vehicle Industry Association (RVIA) classifies motor homes into
three types (Class A, Class B and Class C). The Company currently manufactures
Class A and Class C motor homes and converts Class B motor homes.
Class A models are conventional motor homes constructed directly on medium-duty
truck chassis which include the engine and drivetrain components. The living
area and driver's compartment are designed and produced by the recreation
vehicle manufacturer.
Class B models are panel-type trucks to which sleeping, kitchen and/or toilet
facilities are added. These models also have a top extension added to them for
more head room.
Class C models are mini motor homes built on van-type chassis onto which the
recreation vehicle manufacturer constructs a living area with access to the
driver's compartment. Certain models of the Company's Class C units include
van-type driver's compartments built by the Company.
The Company currently manufactures and sells Class A and Class C motor homes
under the Winnebago, Itasca, Rialta and Ultimate brand names. These motor homes
generally provide living accommodations for four to seven persons and include
kitchen, dining, sleeping and bath areas, and in some models, a lounge. Optional
equipment accessories include, among other items, air conditioning, electric
power plant, stereo system and a wide selection of interior equipment. The
Company converts Class B motor homes under the EuroVan Camper brand name, which
are distributed through the Volkswagen dealer organization. The agreement
between Winnebago Industries, Inc. and Volkswagen of America, Inc. to convert
the Class B motor homes will terminate during fiscal 2003. There are no plans to
continue this agreement after its termination.
The Company offers, with the purchase of any new Winnebago, Itasca, or Ultimate
motor home, a comprehensive 12-month/15,000-mile warranty, a 3-year/36,000-mile
warranty on sidewalls, floors and slide-out room assemblies, and a 10-year
fiberglass roof warranty. The Rialta has a 2-year/24,000-mile warranty. The
EuroVan Camper has a 2-year/ 24,000-mile warranty on the conversion portion of
the unit. Estimated warranty costs are accrued at the time of sale of the
warranted products. Estimates of future warranty costs are based on prior
experience and known current events.
The Company's Class A and Class C motor homes are sold by dealers in the retail
market at prices ranging from approximately $51,000 to more than $300,000,
depending on size and model, plus optional equipment and delivery charges.
3
The Company currently manufactures Class A and Class C motor homes ranging in
length from 27 to 40 feet and 21 to 31 feet, respectively. Class B motor homes
converted by the Company (EuroVan Camper) are 17 feet in length.
NON-RECREATION VEHICLE ACTIVITIES
OEM, COMMERCIAL VEHICLES, AND OTHER PRODUCTS
OEM - Original equipment manufacturer sales are sales of component parts such as
aluminum extrusions, metal stampings, rotational moldings, vacuum formed
plastics, fiberglass components, panel lamination, electro-deposition painting
of steel and sewn or upholstered items to outside manufacturers.
Commercial Vehicles - Commercial vehicles sales are shells primarily custom
designed for the buyer's special needs and requirements.
WINNEBAGO ACCEPTANCE CORPORATION (WAC) - WAC engages in floor plan financing for
a limited number of the Company's dealers.
4
PRODUCTION
The Company's Forest City facilities have been designed to provide vertically
integrated production line manufacturing. The Company also operates a fiberglass
manufacturing facility in Hampton, Iowa, a sewing operation in Lorimor, Iowa and
a high-line assembly plant and cabinet door manufacturing facilities in Charles
City, Iowa. The Company is in the process of building an additional motor home
manufacturing facility in Charles City, Iowa. Manufacturing is scheduled to
begin during fiscal 2003. The Company manufactures the majority of the
components utilized in its motor homes, with the exception of the chassis,
engines, auxiliary power units and appliances.
Most of the raw materials and components utilized by the Company are obtainable
from numerous sources. The Company believes that substitutes for raw materials
and components, with the exception of chassis, would be obtainable with no
material impact on the Company's operations. Certain components, however, are
produced by only a small group of quality suppliers who presently have the
capacity to supply sufficient quantities to meet the Company's needs. This is
especially true in the case of motor home chassis, where Ford Motor Company,
Workhorse Custom Chassis LLC, Freightliner Custom Chassis Corporation and
Volkswagen of America, Inc. are the Company's dominant suppliers. Decisions by
such suppliers to decrease chassis production, utilize chassis production
internally, or shortages, production delays or work stoppages by the employees
of such suppliers could have a material adverse effect on the Company's ability
to produce, and ultimately the results from operations. The Company purchases
Class A and C chassis from Ford Motor Company, Class A chassis from Freightliner
Custom Chassis Corporation, Workhorse Custom Chassis LLC and Spartan Motors,
Inc., and Class C chassis from Chevrolet Motor Division and Volkswagen of
America, Inc. Class B chassis from Volkswagen of America, Inc. are utilized in
the Company's EuroVan Camper. Only four vendors accounted for as much as five
percent of the Company's raw material purchases in fiscal 2002, Ford Motor
Company, Workhorse Custom Chassis LLC, Freightliner Custom Chassis Corporation
and Volkswagen of America, Inc. (approximately 42 percent, in the aggregate).
Motor home bodies are made from various materials and structural components
which are typically laminated into rigid, lightweight panels. Body designs are
developed with computer design and analysis, and subjected to a variety of tests
and evaluations to meet Company standards and requirements.
The Company manufactures picture windows, lavatories, and most of the doors,
cabinets, shower pans, waste holding tanks, wheel wells and sun visors used in
its recreation vehicles. In addition, the Company produces most of the bucket
seats, upholstery items, lounge and dinette seats, seat covers, decorator
pillows, curtains and drapes.
The Company produces substantially all of the raw, liquid-painted and
powder-coated aluminum extrusions used for interior and exterior trim in its
recreation vehicles. The Company also sells aluminum extrusions to over 80
customers.
DISTRIBUTION AND FINANCING
The Company markets its recreation vehicles on a wholesale basis to a
diversified dealer organization located throughout the United States and, to a
limited extent, in Canada. Foreign sales, including Canada, were less than two
percent of net revenues in fiscal 2002. As of August 31, 2002 and August 25,
2001, the motor home dealer organization in the United States and Canada
included approximately 295 and 305 dealer locations, respectively. During fiscal
2002, seven dealers accounted for approximately 25 percent of motor home unit
sales, and only one dealer (La Mesa RV Center, Inc.) accounted for as much as
nine percent (9.1%) of motor home unit sales.
All international sales (except Canada) are now handled by one distributor in
Japan and one distributor in England who market the Company's recreation
vehicles.
5
The Company has sales agreements with dealers which generally have a term of
five years. Many of the dealers are also engaged in other areas of business,
including the sale of automobiles, and many dealers carry one or more
competitive lines. The Company continues to place high emphasis on the
capability of its dealers to provide complete service for its recreation
vehicles. Dealers are obligated to provide full service for owners of the
Company's recreation vehicles, or in lieu thereof, to secure such service at
their own expense from other authorized firms.
At August 31, 2002, the Company had a staff of 31 people engaged in field sales
and service to the motor home dealer organization.
The Company advertises and promotes its products through national RV magazines
and cable TV networks and on a local basis through trade shows, television,
radio and newspapers, primarily in connection with area dealers.
Over 90 percent of recreation vehicle sales to dealers are made on cash terms.
Most dealers are financed on a "floor plan" basis under which a bank or finance
company lends the dealer all, or substantially all, of the purchase price,
collateralized by a lien upon, or title to, the merchandise purchased. Upon
request of a lending institution financing a dealer's purchases of the Company's
products, and after completion of a credit investigation of the dealer involved,
the Company will execute a repurchase agreement. These agreements provide that,
in the event of default by the dealer on the agreement to pay the lending
institution, the Company will repurchase the financed merchandise. The
agreements provide that the Company's liability will not exceed 100 percent of
the dealer invoice price and provide for periodic liability reductions based on
the time since the date of the original invoice. The Company's contingent
liability on all repurchase agreements was approximately $245,828,000 and
$216,784,000 at August 31, 2002 and August 25, 2001, respectively. Included in
these contingent liabilities are approximately $1,049,000 and $3,276,000,
respectively, of certain dealer receivables subject to recourse (See Note 6,
"Contingent Liabilities and Commitments" in the Company's Annual Report to
Shareholders for the year ended August 31, 2002). The Company's contingent
liability under repurchase agreements varies significantly from time to time,
depending upon general economic conditions, seasonal shipments, competition,
dealer organization, gasoline availability and price and cost of bank financing.
COMPETITION
The recreation vehicle market is highly competitive, both as to price and
quality of the product. The Company believes its principal marketing advantages
are the quality of its products, its dealer organization, its warranty and
service capability and its marketing techniques. The Company also believes that
its prices are competitive with the competition's units of comparable size and
quality.
The Company is the leading U.S. manufacturer of motor homes. For the 12 months
ended August 31, 2002, RVIA reported U.S. manufacturers factory shipments of
37,100 Class A motor homes, 2,700 Class B motor homes and 16,300 Class C motor
homes. Unit sales of such products by the Company for the last five fiscal years
are shown on page 2 of this report. The Company has numerous competitors and
potential competitors in this industry. The five largest manufacturers
represented approximately 70 percent of the combined Class A and Class C motor
home deliveries for the 12 months ended August 31, 2002, including the Company's
sales, which represented approximately 21 percent of the market. As the Company
does not manufacture Class B motor homes but only completes a conversion package
on these units, the Class B motor home comparison is not included in this
report. The Company is not a significant factor in the markets for its other
recreation vehicle products and its non-recreation vehicle products and
services.
6
REGULATION, TRADEMARKS AND PATENTS
The Company is subject to a variety of federal, state and local regulations,
including the National Traffic and Motor Vehicle Safety Act, under which the
National Highway Traffic Safety Administration may require manufacturers to
recall recreational vehicles that contain safety-related defects, and numerous
state consumer protection laws and regulations relating to the operation of
motor vehicles, including so-called "Lemon Laws." The Company is subject to
regulations promulgated by the Occupational Safety and Health Administration
(OSHA). The Company's facilities are periodically inspected by federal or state
agencies, such as OSHA, concerned with workplace health and safety. The Company
believes that its products and facilities comply in all material respects with
the applicable vehicle safety, consumer protection, RVIA and OSHA regulations
and standards. Amendments to any of these regulations or the implementation of
new regulations, however, could significantly increase the cost of
manufacturing, purchasing, operating or selling the Company's products and could
have a material adverse effect on the Company's results of operations. The
failure of the Company to comply with present or future regulations could result
in fines being imposed on the Company, potential civil and criminal liability,
suspension of sales or production, or cessation of operations. In addition, a
major product recall could have a material adverse effect on the Company's
results of operations.
The Company's operations are subject to a variety of federal and state
environmental regulations relating to the use, generation, storage, treatment,
emission and disposal of hazardous materials and wastes and noise pollution.
Although the Company believes that it is currently in material compliance with
applicable environmental regulations, the failure of the Company to comply with
present or future regulations could result in fines being imposed on the
Company, potential civil and criminal liability, suspension of production or
operations, alterations to the manufacturing process, or costly cleanup or
capital expenditures.
The Company has several registered trademarks within its motor home models,
including Winnebago, Itasca, Minnie Winnie, Brave, Chieftain, Sunrise,
Adventurer, Spirit, Sunflyer, Suncruiser, Sundancer, Rialta, Minnie, Ultimate,
Ultimate Advantage, Ultimate Freedom, Horizon, Journey, Sunova, Sunstar and
Vista.
RESEARCH AND DEVELOPMENT
Research and development expenditures are expensed as incurred. During fiscal
2002, 2001, and 2000, the Company spent approximately $3,190,000 $3,397,000, and
$3,374,000, respectively, on research and development activities. Prior years'
information has been changed to conform to the current year presentation.
HUMAN RESOURCES
As of September 1, 2002, 2001 and 2000, the Company employed approximately
3,685, 3,325 and 3,300 persons, respectively. Of these, approximately 3,025,
2,675 and 2,700 persons, respectively, were engaged in manufacturing and
shipping functions. None of the Company's employees are covered under a
collective bargaining agreement.
7
ITEM 2. Properties
The Company's principal manufacturing, maintenance and service operations are
conducted in multi-building complexes owned by the Company, containing an
aggregate of approximately 1,550,000 square feet in Forest City, Iowa. The
Company also owns approximately 460,000 square feet of warehouse facilities
located in Forest City. The Company leases approximately 240,000 square feet of
its unoccupied manufacturing facilities in Forest City to others. The Company
also owns a manufacturing facility (126,000 square feet) in Hampton, Iowa and
manufacturing facilities (109,000 square feet) in Charles City, Iowa. The
Company is in the process of constructing a motor home manufacturing facility in
Charles City, Iowa. The square footage of this facility at time of completion
will be approximately 218,000 square feet. The Company anticipates motor home
production will begin in this facility during fiscal 2003. The Company leases a
storage facility (16,700 square feet) in Hampton, Iowa and a manufacturing
facility (19,600 square feet) in Lorimor, Iowa. Leases on the above leased
facilities expire at various dates, the earliest of which is December 31, 2002.
The Company's facilities in Forest City are located on approximately 780 acres
of land, all owned by the Company.
Most of the Company's buildings are of steel or steel and concrete construction
and are protected from fire with high-pressure sprinkler systems, dust collector
systems, automatic fire doors and alarm systems. The Company believes that its
facilities and equipment are well maintained, in excellent condition and
suitable for the purposes for which they are intended. With the completion of
the Charles City facility, the Company believes its facilities will be
sufficient to meet its production requirements for the foreseeable future.
Should the Company require increased production capacity in the future, the
Company believes that additional or alternative space adequate to serve the
Company's foreseeable needs would be available.
ITEM 3. Legal Proceedings
The Company and the Winnebago Industries, Inc. Deferred Compensation Plan,
Winnebago Industries, Inc. Deferred Incentive Formula Bonus Plan and Winnebago
Industries, Inc. Deferred Compensation Plan and Deferred Bonus Plan Trust are
Defendants in a purported class action title Sanft, et al vs. Winnebago
Industries, Inc., at al which was filed in the United States District Court,
Northern District of Iowa, Central Division, on August 30, 2001 and is currently
pending. The Complaint alleges a class consisting of participants in the
Winnebago Industries, Inc. Deferred Compensation Plan and the Winnebago
Industries, Inc. Deferred Incentive Formula Bonus Plan (the "Plans") and alleges
23 separate causes of action including declaratory and injunctive relief,
Federal common law unjust enrichment, breach of fiduciary duty and violation of
ERISA vesting provisions and ERISA funding requirements. The suit seeks to
negate certain amendments made to the Plans in 1994 which reduced the benefits
which some participants would receive under the Plans. This action has not been
certified as a class action. The Company believes that the Defendants have
meritorious defenses to class certification and as to the Plaintiff's
substantive claims. The Company is vigorously defending the lawsuit and will
oppose any attempt by the Plaintiffs to have the case certified as a class
action. The case is currently set for trial in June 2004. As of August 31, 2002
the Company has accrued estimated legal fees for the defense of the case.
However, no other amounts have been accrued for the case because it is not
possible at this time to properly assess the risk of an adverse verdict or the
magnitude of possible exposure.
The Company is also involved in other various legal proceedings which are
ordinary routine litigation incident to its business, many of which are covered
in whole or in part by insurance. While it is impossible to estimate with
certainty the ultimate legal and financial liability with respect to this
litigation, management is of the opinion that while the final resolution of any
such litigation may have an impact on the Company's consolidated results for a
particular reporting period, the ultimate disposition of such litigation will
not have any material adverse effect on the Company's financial position,
results of operations or liquidity.
ITEM 4. Submission of Matters to a Vote of Security Holders
Not applicable.
8
Executive Officers of the Registrant
NAME OFFICE (YEAR FIRST ELECTED AN OFFICER) AGE
- --------------------- ------------------------------------------------------------------- -------
Bruce D. Hertzke + Chairman of the Board, Chief Executive Officer and President (1989) 51
Edwin F. Barker Vice President, Chief Financial Officer (1980) 55
Raymond M. Beebe Vice President, General Counsel & Secretary (1974) 60
Robert L. Gossett Vice President, Administration (1998) 51
Brian J. Hrubes Controller (1996) 51
James P. Jaskoviak Vice President, Sales and Marketing (1994) 50
William O'Leary Vice President, Product Development (2001) 53
Robert J. Olson Vice President, Manufacturing (1996) 51
Joseph L. Soczek, Jr. Treasurer (1996) 59
+ Director
Officers are elected annually by the Board of Directors. All of the foregoing
officers have been employed by the Company as officers or in other responsible
positions for at least the last five years, except that Robert L. Gossett was a
Vice President of TCB, Inc. prior to joining the Company in 1998. Mr. Gossett
had been with TCB for at least five years prior to joining the Company. TCB,
Inc. is a nationwide distributor and value-added manufacturer of glass, plastic
and ceramic consumer and packaging industry products.
PART II
ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Reference is made to information concerning the market for the Company's common
stock, cash dividends and related stockholder matters on pages 39 and 40 of the
Company's Annual Report to Shareholders for the year ended August 31, 2002,
which information is incorporated by reference herein. On October 9, 2002, the
Board of Directors declared a cash dividend of $.10 per common share payable
January 6, 2003 to shareholders of record on December 6, 2002. The Company paid
dividends of $.20 per common share during fiscal years 2002 and 2001.
ITEM 6. Selected Financial Data
Reference is made to the information included under the caption "Selected
Financial Data" on pages 26 and 27 of the Company's Annual Report to
Shareholders for the year ended August 31, 2002, which information is
incorporated by reference herein.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Reference is made to the information under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" on pages 14
through 19 of the Company's Annual Report to Shareholders for the year ended
August 31, 2002, which information is incorporated by reference herein.
The Audit Committee of the Board of Directors of the Company has approved the
Company's independent accountants, Deloitte and Touche LLP, to perform the
following nonaudit services: tax compliance and tax planning services and
certain actuarial and benefit services.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
As of August 31, 2002, the Company had an investment portfolio of fixed income
securities, which are classified as cash and cash equivalents of $42.2 million,
of which $36.1 million are fixed income investments that are subject to interest
rate risk and a decline in value if market interest rates increase. However, the
Company has the ability to hold its fixed income investments until maturity
(which approximates 45 days) and, therefore, the Company would not expect to
recognize an adverse impact in income or cash flows in such an event.
As of August 31, 2002, the Company had dealer financing receivables in the
amount of $37.9 million. Interest rates charged on these receivables vary based
on the prime rate and are adjusted monthly.
9
ITEM 8. Financial Statements and Supplementary Data
The consolidated financial statements of the Company which appear on pages 20
through 24 and pages 28 through 38 and the report of the independent accountants
which appears on page 25, and the supplementary data under "Interim Financial
Information (Unaudited)" on page 39 of the Company's Annual Report to
Shareholders for the year ended August 31, 2002, are incorporated by reference
herein.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
Reference is made to the table entitled Executive Officers of the Registrant in
Part One of this report and to the information included under the caption
"Election of Directors" in the Company's Proxy Statement for the Annual Meeting
of Shareholders scheduled to be held January 14, 2003, which information is
incorporated by reference herein.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") requires the Company's officers and directors and persons who beneficially
own more than 10 percent of the Company's common stock (collectively "Reporting
Persons") to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "SEC") and the New York Stock Exchange.
Reporting Persons are required by the SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. Based solely on its review of
the copies of such forms received or written representations from certain
Reporting Persons that no Forms 5 were required for those persons, the Company
believes that, during fiscal year 2002, all the Reporting Persons complied with
all applicable filing requirements.
ITEM 11. Executive Compensation
Reference is made to the information included under the caption "Executive
Compensation" in the Company's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held January 14, 2003, which information is
incorporated by reference herein.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
Reference is made to the share ownership information included under the caption
"Voting Securities and Principal Holders Thereof" in the Company's Proxy
Statement for the Annual Meeting of Shareholders scheduled to be held January
14, 2003, which information is incorporated by reference herein.
ITEM 13. Certain Relationships and Related Transactions
Reference is made to the information included under the caption "Certain
Transactions with Management" in the Company's Proxy Statement for the Annual
Meeting of Shareholders scheduled to be held January 14, 2003, which information
is incorporated by reference herein.
In April 2002, pursuant to an authorization of the Board of Directors, the
Company repurchased 2,100,000 shares of common stock from Hanson Capital
Partners, LLC ("HCP"). HCP is a Delaware limited liability company whose members
are the Luise V. Hanson Qualified Terminable Interest Property Marital Deduction
Trust (the "QTIP Trust"), which has a 34.9 percent membership interest in HCP,
and the Luise V. Hanson Revocable Trust, dated September 22, 1984 (the Revocable
Trust"), which has a 65.1 percent membership interest in HCP. John V. Hanson, a
director of the Company, Mary Jo Boman, the wife of Gerald E. Boman, a director
of the Company, Paul D. Hanson and Bessemer Trust Company, N.A. act as
co-trustees under the QTIP Trust. Mrs. Luise V. Hanson is trustee of the
Revocable Trust.
10
Mrs. Hanson is also a controlling person of the Company. Mrs. Hanson is the
mother of John V.Hanson, Mary Jo Boman and Paul D. Hanson and the mother-in-law
of Gerald E. Boman. The shares were repurchased for an aggregate purchase price
of $77,700,000 ($37 per share) plus interest in the amount of $245,765. On the
date of the share repurchase, the high and low prices of the Company's common
stock on the New York Stock Exchange were $43.70 and $42.35, respectively. The
Company utilized its cash on hand to pay the purchase price of the stock in
three installments, with interest at the rate of 4 percent per annum on the
outstanding balance.
PART IV
ITEM 14. Controls and Procedures
Within the 90-day period prior to the filing of this report, an evaluation
was carried out under the supervision and with the participation of the
Company's management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934). Based on their evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that the Company's
disclosure controls and procedures are, to the best of their knowledge,
effective to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms. Subsequent
to the date of their evaluation, there were no significant changes in the
Company's internal controls or in other factors that could significantly
affect these controls, including any corrective actions with regard to
significant deficiencies and material weaknesses.
ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)1. The consolidated financial statements of the Company are incorporated by
reference in ITEM 8 and an index to financial statements appears on page
16 of this report.
2. Consolidated Financial Statement Schedules
Winnebago Industries, Inc. and Subsidiaries Page
----
Report of Independent Auditors on Supplemental Financial
Schedule 17
II. Valuation and Qualifying Accounts 18
All schedules, other than Schedule II, are omitted because of the absence
of the conditions under which they are required or because the information
required is shown in the consolidated financial statements or the notes
thereto.
(a)3. Exhibits
See Exhibit Index on pages 19 and 20.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
UNDERTAKING
For the purposes of complying with the amendments to the rules governing Form
S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned
registrant hereby undertakes as follows, which undertaking shall be incorporated
by reference into registrant's Registration Statements on Form S-8 Nos. 2-40316
(which became effective on or about June 10, 1971), 2-82109 (which became
effective on or about March 15, 1983), 33-21757 (which became effective on or
about May 31, 1988), 33-59930 (which became effective on or about March 24,
1993) and 333-31595 (which became effective on or about July 18, 1997).
11
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
WINNEBAGO INDUSTRIES, INC.
By /s/ Bruce D. Hertzke
--------------------------------------
Bruce D. Hertzke
Chairman of the Board, Chief Executive
Officer, President and Director
(Principal Executive Officer)
Date: November 25, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on, November 25, 2002, by the following persons on behalf
of the Registrant and in the capacities indicated.
SIGNATURE CAPACITY
--------- --------
/s/ Bruce D. Hertzke
- ---------------------------
Bruce D. Hertzke Chairman of the Board, Chief Executive
Officer, President and Director
(Principal Executive Officer)
/s/ Edwin F. Barker
- ---------------------------
Edwin F. Barker Vice President, Chief Financial Officer
(Principal Financial Officer)
/s/ Brian J. Hrubes
- ---------------------------
Brian J. Hrubes Controller
(Principal Accounting Officer)
/s/ Gerald E. Boman
- ---------------------------
Gerald E. Boman Director
/s/ Jerry N. Currie
- ---------------------------
Jerry N. Currie Director
/s/ Joseph W. England
- ---------------------------
Joseph W. England Director
/s/ John V. Hanson
- ---------------------------
John V. Hanson Director
/s/ Gerald C. Kitch
- ---------------------------
Gerald C. Kitch Director
/s/ Richard C. Scott
- ---------------------------
Richard C. Scott Director
/s/ Frederick M. Zimmerman
- ---------------------------
Frederick M. Zimmerman Director
13
CERTIFICATION BY CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Bruce D. Hertzke, Chief Executive Officer of Winnebago Industries, Inc.,
certify that:
1. I have reviewed this Annual Report on Form 10-K of Winnebago
Industries, Inc. (the "Registrant");
2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this Annual Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in
this Annual Report;
4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
Annual Report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this Annual Report (the "Evaluation Date"); and
c) presented in this Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The Registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the Registrant's auditors and the
audit committee of Registrant's Board of Directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involved management or
other employees who have a significant role in the Registrant's
internal controls; and
6. The Registrant's other certifying officer and I have indicated in this
Annual Report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 25, 2002
By: /s/ Bruce D. Hertzke
-------------------------------
Bruce D. Hertzke
Chief Executive Officer
14
CERTIFICATION BY CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Edwin F. Barker, Chief Financial Officer of Winnebago Industries, Inc.,
certify that:
1. I have reviewed this Annual Report on Form 10-K of Winnebago
Industries, Inc. (the "Registrant");
2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this Annual Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in
this Annual Report;
4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
Annual Report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this Annual Report (the "Evaluation Date"); and
c) presented in this Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The Registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the Registrant's auditors and the
audit committee of Registrant's Board of Directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involved management or
other employees who have a significant role in the Registrant's
internal controls; and
6. The Registrant's other certifying officer and I have indicated in this
Annual Report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 25, 2002
By: /s/ Edwin F. Barker
-------------------------------
Edwin F. Barker
Chief Financial Officer
15
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES *PAGE
----
Independent Auditors' Report 25
Consolidated Balance Sheets 20-21
Consolidated Statements of Income 22
Consolidated Statements of Cash Flows 23
Consolidated Statements of Changes in Stockholders' Equity 24
Notes to Consolidated Financial Statements 28-38
* Refers to respective pages in the Company's 2002 Annual
Report to Shareholders, a copy of which is attached
hereto, which pages are incorporated herein by reference.
16
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
Winnebago Industries, Inc.
Forest City, Iowa
We have audited the consolidated financial statements of Winnebago Industries,
Inc. and subsidiaries (the Company) as of August 31, 2002 and August 25, 2001
and for each of the three years in the period ended August 31, 2002 and have
issued our report thereon dated October 4, 2002. Such consolidated financial
statements and report are included in your fiscal 2002 Annual Report to
Shareholders and are incorporated herein by reference. Our audits also included
the consolidated financial statement schedule of the Company, as listed in Item
14(a)2. This consolidated financial statement schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.
/S/ DELOITTE & TOUCHE LLP
- -------------------------
Deloitte & Touche LLP
Minneapolis, Minnesota
October 4, 2002
17
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
================================================================================
(Dollars in thousands)
--------------------------------------------------------------------------------------------
COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN
A B C D E F
- ------------------------------------ ------------- ---------------------------- ------------- ----------- ----------
ADDITIONS
(REDUCTIONS) DEDUC- BALANCE
BALANCE AT CHARGED TO BAD DEBTS TIONS AT END
BEGINNING COST AND RE- CHARGE- OF
PERIOD AND DESCRIPTION OF PERIOD EXPENSES COVERIES OFFS OTHER PERIOD
- ------------------------------------ ------------- ------------ ------------ ------------- ----------- ----------
Year Ended August 31, 2002:
Provision for warranty reserve $ 8,072 $ 10,746 $ - - - $ 10,667 $ - - - $ 8,151
Allowance for doubtful
accounts receivable 244 (43) 1 82 - - - 120
Allowance for doubtful
dealer receivables 117 (24) 3 - - - - - - 96
Allowance for doubtful
notes receivable - - - 25 - - - - - - - - - 25
Year Ended August 25, 2001:
Provision for warranty reserve
8,114 9,711 - - - 9,753 - - - 8,072
Allowance for doubtful
accounts receivable 1,168 (45) (31) 848 - - - 244
Allowance for doubtful
dealer receivables 27 79 11 - - - - - - 117
Allowance for doubtful
notes receivable 250 - - - - - - 250 - - - - - -
Year Ended August 26, 2000:
Provision for warranty reserve
6,407 8,728 - - - 7,021 - - - 8,114
Allowance for doubtful
accounts receivable 960 263 - - - 55 - - - 1,168
Allowance for doubtful
dealer receivables 73 (59) 13 - - - - - - 27
Allowance for doubtful
notes receivable 262 (12) - - - - - - - - - 250
18
EXHIBIT INDEX
3a. Articles of Incorporation previously filed with the Registrant's Quarterly
Report on Form 10-Q for the quarter ended May 27, 2000 (Commission File
Number 1-6403), and incorporated by reference herein.
3b. Amended Bylaws of the Registrant previously filed with the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 2, 2002
(Commission File Number 1-6403), and incorporated by reference herein.
4a. Letter of Intent dated March 1, 2002 among Winnebago Industries, Inc.,
Forest City Economic Development, and CDI, LLC filed with the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 2, 2002
(Commission File Number 1-6403), and incorporated by reference herein.
10a. Winnebago Industries, Inc. Stock Option Plan for Outside Directors
previously filed with the Registrant's Annual Report on Form 10-K for the
fiscal year ended August 29, 1992 (Commission File Number 1-6403), and
incorporated by reference herein.
10b. Amendment to Winnebago Industries, Inc. Deferred Compensation Plan
previously filed with the Registrant's Annual Report on Form 10-K for the
fiscal year ended August 26, 1995 (Commission File Number 1-6403), and
incorporated by reference herein.
10c. Amendment to Winnebago Industries, Inc. Profit Sharing and Deferred Savings
and Investment Plan previously filed with the Registrant's Annual Report on
Form 10-K for the fiscal year ended August 26, 1995 (Commission File Number
1-6403), and incorporated by reference herein.
10d. Winnebago Industries, Inc. 1987 Non-Qualified Stock Option Plan previously
filed with the Registrant's Annual Report on Form 10-K for the fiscal year
ended August 29, 1987 (Commission File Number 1-6403), and incorporated by
reference herein.
10e. Winnebago Industries, Inc. Directors' Deferred Compensation Plan previously
filed with the Registrant's Annual Report on Form 10-K for the fiscal year
ended August 30, 1997 (Commission File Number 1-6403) and incorporated by
reference herein.
10f. Winnebago Industries, Inc. 1997 Stock Option Plan previously filed with the
Registrant's Annual Report on Form 10-K for the fiscal year ended August
30, 1997 (Commission File Number 1-6403) and incorporated by reference
herein.
10g. Amendment to Winnebago Industries, Inc. Executive Share Option Plan
previously filed with the Registrant's Quarterly Report on Form 10-Q for
the quarter ended May 29, 1999 (Commission File Number 1-6403), and
incorporated by reference herein and the Amendment dated January 1, 2001
previously filed with the Registrant's Quarterly Report on Form 10-Q for
the quarter ended February 24, 2001 (Commission File Number 1-6403), and
incorporated by reference herein.
10h. Winnebago Industries, Inc. Officers' Long-Term Incentive Plan, fiscal
three-year period 2001, 2002 and 2003 previously filed with the
Registrant's Annual Report on Form 10-K for the fiscal year ended August
26, 2000 (Commission Report Number 1-6403), and incorporated by reference
herein.
10i. Winnebago Industries, Inc. Rights Plan Agreement previously filed with the
Registrant's Current Report on Form 8-K dated May 3, 2000 (Commission File
Number 1-6403) and incorporated by reference herein.
10j. Winnebago Industries, Inc. Officers' Long-Term Incentive Plan, fiscal
three-year period 2002, 2003 and 2004 previously filed with the
Registrant's Annual Report on Form 10-K for the fiscal year ended August
25, 2001 (Commission Report Number 1-6403), and incorporated by reference
herein.
10k. Executive Change of Control Agreement dated January 17, 2001 between
Winnebago Industries, Inc. and Bruce D. Hertzke previously filed with the
Registrant's Quarterly Report on Form 10-Q for the quarter ended February
24, 2001 (Commission File Number 1-6403), and incorporated by reference
herein.
19
Exhibit Index
Page Two
10l. Executive Change of Control Agreement dated January 17, 2001 between
Winnebago Industries, Inc. and Edwin F. Barker previously filed with the
Registrant's Quarterly Report on Form 10-Q for the quarter ended February
24, 2001 (Commission File Number 1-6403), and incorporated by reference
herein.
10m. Executive Change of Control Agreement dated January 17, 2001 between
Winnebago Industries, Inc. and Raymond M. Beebe previously filed with the
Registrant's Quarterly Report on Form 10-Q for the quarter ended February
24, 2001 (Commission File Number 1-6403), and incorporated by reference
herein.
10n. Executive Change of Control Agreement dated January 17, 2001 between
Winnebago Industries, Inc. and Robert L. Gossett previously filed with the
Registrant's Quarterly Report on Form 10-Q for the quarter ended February
24, 2001 (Commission File Number 1-6403), and incorporated by reference
herein.
10o. Executive Change of Control Agreement dated January 17, 2001 between
Winnebago Industries, Inc. and James P. Jaskoviak previously filed with the
Registrant's Quarterly Report on Form 10-Q for the quarter ended February
24, 2001 (Commission File Number 1-6403), and incorporated by reference
herein.
10p. Executive Change of Control Agreement dated January 17, 2001 between
Winnebago Industries, Inc. and Robert J. Olson previously filed with the
Registrant's Quarterly Report on Form 10-Q for the quarter ended February
24, 2001 (Commission File Number 1-6403), and incorporated by reference
herein.
10q. Executive Change of Control Agreement dated July 12, 2001 between Winnebago
Industries, Inc. and William J. O'Leary previously filed with the
Registrant's Annual Report on Form 10-K for the fiscal year ended August
25, 2001 (Commission Report Number 1-6403), and incorporated by reference
herein.
10r. Winnebago Industries, Inc. Officers' Incentive Compensation Plan for fiscal
2003.
10s. Agreement dated March 13, 2002 between Winnebago Industries, Inc. and Bruce
D. Hertzke filed with the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 2, 2002 (Commission File Number 1-6403), and
incorporated by reference herein.
10t. Winnebago Industries, Inc. Officers' Long-Term Incentive Plan, fiscal
three-year period 2003, 2004 and 2005.
10u. Amendment dated October 9, 2002 to the Winnebago Industries, Inc. Officers'
Incentive Compensation Plan for fiscal 2002.
13. Winnebago Industries, Inc. Annual Report to Shareholders for the year ended
August 31, 2002.
21. List of Subsidiaries.
23. Consent of Independent Auditors.
99. 906 certification.
20